44A. Procedure for amalgamation of banking companies .
(1)Notwithstanding anything
contained in an y law for the time being in force, no banking company shall be amalgamated with
another banking company, unless a scheme containing the terms of such amalgamation has been p laced
in draft before the share holders of each of the banking companies concerned s eparately, and approved
by a resolution passed by a majority in number representing tw o-thirds in value of the share holders of
each of the said companies, present either in person or by proxy at a meeting called for the purpose.
(2)Notice of every such me eting as is referred to in sub -section ( 1) shall be given to every
share holder of each of the banking companies concerned in accordance with the r elevant articles of
association indicating the time, place and object of the meeting, and shall also be publis hed at least once
a week for three consecutive weeks in not less than two newspapers which circulate in the locality or
localities where the registered offices of the banking companies concerned are situated, one of such
newspapers being in a language comm only understood in the locality or localities.
(3)Any shareholder, who has voted against the scheme of amalgamation at the meeting or has
given notice in writing at or prior to the meeting to the company concerned or to the presiding officer of
the meetin g that he dissents from the scheme of amalgamation, shall be entitled, in the event of the
scheme being sanctioned by the Reserve Bank, to claim from the banking company concerned, in
respect of the shares held by him in that company, their value as determ ined by the Reserved Bank
when sanctioning the scheme and such determination by the Reserve Bank as to the value of the shares
to be paid to the dissenting share holder shall be final for all purposes.
(4)If the scheme of amalgamation is approved by the r equisite majority of share holders in
accordance with the provisions of this section it shall be submitted to the Reserve Bank for sanction and
shall, if sanctioned by the Reserve Bank by an order in writing passed in this behalf, be binding s on the
banking companies concerned and also on all the shareholders thereof.
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(6)On the sanctioning of a scheme of amalgamation by the Reserve Bank, the property of the
amalgamated banking company shall, by virtue of the order of sanction, be transf erred to and vest in,
and the liabilities of the said company shall, by virtue of the said order be transferred to, and become
the liabilities of, the banking company which under the scheme of amalgamation is to acquire the